MCDONALDS CORP — Director's Dealing 2013

Feb 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCDONALDS CORP (MCD)
CIK: 0000063908
Period of Report: 2013-02-10

Reporting Person: Thompson Donald (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-14	Common Stock	G	31576	—	Disposed	293	Direct
2012-12-14	Common Stock	G	31576	—	Acquired	31576	Indirect
2013-02-10	Common Stock	M	10435	—	Acquired	10728	Direct
2013-02-10	Common Stock	F	3370	$94.87	Disposed	7358	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-10	Restricted Stock Units	$	M	10435	Disposed	2013-02-10	Common Stock (10435)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19403.25	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (13268.58)	13268.58	Indirect

Footnotes

F1: Transfer of shares to an account jointly owned by trusts for each of the reporting person and his spouse.

F2: Held in account jointly owned by trusts for each of the reporting person and his spouse.

F3: Each restricted stock unit represents a right to acquire one share of McDonald's Corporation common stock.

F4: Vesting of these restricted stock units was contingent upon the Company's achievement of required performance measures.

F5: Each share of phantom stock represents a right to receive the cash value of one share of McDonald's Corporation common stock.

F6: Shares of phantom stock are payable in cash following the reporting person's separation from service with McDonald's.